[sohax]

Sorry, I meant to say that it only benefits him. It's great that you're consulting a lawyer! I'd definitely talk to him/her about the reverse vesting.

A cliff generally protects shareholders against someone leaving with shares before spending a meaningful enough amount of time at the company to add value.

Imagine if you incorporated two years ago, and you started your cliff clock and vesting schedule then. Ask yourself and your co-founders: would it be fair to you to allow reverse vesting now, when your new CEO joined? To give up all your vested shares up to this point, and start from scratch with no vested shares and a new cliff?